The Framework Agreement establishes a framework for the parties to evaluate and, if mutually acceptable, potentially pursue the development of a large-scale U.S. platform for AI computing, hyperscale data center and high-performance computing infrastructure. Except for certain binding provisions relating to exclusivity, confidentiality, publicity, representations, expenses, term, remedies and governing law, the Framework Agreement is non-binding and does not obligate either party to consummate any transaction. Any definitive transaction would be subject to the completion of satisfactory due diligence, utility confirmation, financing availability, governmental and corporate approvals, and the negotiation and execution of definitive agreements. There can be no assurance that a definitive agreement will be reached or that the contemplated project will be completed on the terms, timetable or scale currently contemplated, or at all.

A Rare Combination of Scale and Power Potential

The approximately 900-acre site may provide substantial room for phased infrastructure development if the project proceeds. Based solely on preliminary information provided by the counterparty and subject to further verification and utility confirmation, approximately 25MW of existing or near-term grid capacity has been identified in connection with the site. The parties also intend to explore a utility expansion pathway that could potentially increase total grid capacity to as much as approximately 99MW within an anticipated 24-month period; however, no such expansion is guaranteed under the Framework Agreement, and any expansion would be subject to utility studies, interconnection approvals, construction, regulatory approvals and other conditions, any of which could result in delays, increased costs or inability to achieve the targeted capacity.

The current concept contemplates using only a portion of the property for an initial phase, preserving the majority of the acreage for potential future expansion. If the project were to be successfully developed, the broader campus could potentially support additional AI computing clusters, data center capacity, energy storage and related infrastructure over multiple phases. However, there can be no assurance that development beyond an initial phase, if any, will occur.

Building a Scalable U.S. AI Infrastructure Platform

Power availability and development-ready land have become increasingly important considerations for new AI and high-performance computing infrastructure. SGLY believes the combination of site scale and potential power expansion, if confirmed, could provide a potential foundation for pursuing demand from AI model training, cloud computing, enterprise HPC and computing-capacity services. There can be no assurance, however, that such demand will materialize or that the Company will be able to capture any such demand.

If the contemplated development milestones are achieved and definitive agreements are executed, the South Carolina campus could become a component of SGLY’s U.S. digital infrastructure strategy and potentially provide the Company with a platform for adding computing capacity as customer demand and capital availability evolve. No assurance can be given that any or all of such milestones will be achieved.

SGLY’s Broader Growth Strategy

The South Carolina project, if consummated, would form part of SGLY’s broader effort to expand its business platform beyond its existing operations and pursue new growth opportunities in digital infrastructure. While the Company continues to operate its existing business, SGLY is actively evaluating opportunities in data center development, AI computing infrastructure and high-performance computing. The Company believes that combining its public-company platform with large-scale infrastructure development opportunities may provide a foundation for long-term business expansion and diversification, although there can be no assurance that any such opportunities will be consummated or that expected benefits will be realized.

Framework is Intended to Create a Path Toward Definitive Agreements

Under the Framework Agreement, the parties expect to advance site planning, technical design, governmental permitting, utility and grid interconnection work, project structuring and potential ecosystem development, subject to the terms and conditions of any definitive agreements. The Company intends to evaluate the project through the next stages of diligence and development in a disciplined manner while assessing financing structures and commercial opportunities. The non-binding portions of the Framework Agreement do not create any obligation on either party to consummate any transaction.

The Framework Agreement establishes a basis for continued evaluation and negotiation. Certain provisions of the Framework Agreement, including those relating to exclusive negotiation, confidentiality, publicity, representations, expenses, term and termination, remedies, governing law and miscellaneous matters, are binding on the parties. All other provisions, including those relating to the contemplated scope and phasing of the project, are non-binding. Definitive commercial terms, capital commitments, ownership or lease arrangements, construction schedules and other material terms remain subject to due diligence, corporate and third-party approvals, financing availability and the negotiation and execution of definitive agreements. There can be no assurance that the project will be completed on the currently contemplated terms, timetable or scale, or at all.